Tax

We know administrative and post-administrative tax controversy work well. Our experienced tax attorneys can help you understand your options and risks and act as your liaison with the IRS and local, state, and international tax authorities. We've successfully led clients in tax audits, administrative and judicial appeals, litigation in state and federal courts, and negotiating voluntary disclosure agreements. In many cases, we're able to reduce our client's penalties or settle their tax debts for less than the total amount owed, sometimes reducing multimillion-dollar assessments to nominal dollars.

We frequently represent clients audited by the IRS, handling the administrative appeal to the appeals office and then to the United States Tax Court or, in a refund action, to federal district court or the United States Court of Federal Claims. This controversy work includes:

• “Responsible officer" penalties
• Corporate income
• Employment and payroll taxes
• Estate, gift, and generation-skipping transfer taxes
• Excise taxes
• Federal individual income

In addition, we have extensive experience preparing and submitting private letter rulings and technical advice requests to the IRS’ national office. We also represent clients in criminal tax matters, including voluntary disclosure submissions to the IRS for persons seeking to avoid criminal penalties for undeclared foreign bank accounts.

We provide counseling across the full range of state and local tax implications for business transactions, including multistate income tax responsibilities as well as sales and use tax collection obligations. Our experienced litigators represent clients in all aspects of tax controversy and disputes before state and local administrative agencies, the IRS, state tax or superior courts, the courts of appeals, and the United States Supreme Court. We also structure, negotiate, and provide tax analysis and guidance in connection with a wide variety of corporate and individual transactions.

Our team's collective business experience and tax knowledge make us well-suited for corporate and transactional tax work. We frequently structure and document entity formation, mergers, acquisitions, and complex domestic, international, and cross-border commercial transactions involving publicly held and private companies. For M&As and other transactions, we typically assist with tax analyses during due diligence, tax structuring, and post-transaction planning. Our lawyers also advise on tax and legal consequences of proposed business transactions.

Clients loop us into the earliest stages of their expansion and relocation plans to advise on potential economic development incentives. Working with veteran economic development and real estate attorneys, our team has prepared tax incentive and liability evaluations for clients considering new ventures in more than 30 states nationwide. In doing so, we've worked on some of the most significant economic development deals in the Southeastern United States. In addition to multistate economic development tax incentives, we have experience with grants, credits, abatements, and other incentive programs, including Opportunity Zone transactions and regulations.

We help employers understand and comply with the complex tax and ERISA rules that govern employee benefit plans and executive compensation, such as the Tax Cuts and Jobs Act, Internal Revenue Code Section 409A, and the Affordable Care Act.

We have extensive experience advising on:

• Deferred compensation agreements for executives
• Employee stock options (also called phantom stock arrangements)
• Employee welfare plans
• Fiduciary responsibility issues, including handling proceedings before the IRS and the Department of Labor
• Insurance-related compensation, including split-dollar arrangements
• Qualified retirement plans
• Tax and ERISA disputes, including submitting determination letter requests with the IRS and preparing Voluntary Correction Program (VCP) filings

A considerable portion of a business' tax responsibility arises from federal income tax withholding, Social Security tax, and federal and state unemployment taxes. We frequently help clients perform internal audits and can review your employment tax practices to determine whether they fully comply with various employment taxes, withholding, payment, and return filing requirements at the state and federal levels. We also represent our business clients in disputes with the IRS and state agencies over employment tax compliance, particularly whether workers are independent contractors or employees.

Helping clients meet their financial goals with minimal tax obligations is essential to our estate planning and wealth management practice. For that reason, we're well-versed in income, gift, estate, and property taxes, including escheat/unclaimed property. Our lawyers frequently assist with tax planning and controversy services for families, high-net-worth, and ultra-high-net-worth individuals. We also provide guidance on tax issues related to business succession planning, family offices, charities, and nonprofit organizations.

Estate, gift, and generation-skipping transfer tax planning all fall under our purview. Our private wealth attorneys advise on lifetime wealth transfer through sophisticated tax planning techniques such as:

• Charitable remainder trusts
• Family limited partnerships
• Grantor-retained annuity trusts
• Planned Giving
• Qualified personal residence trusts

Womble is the first call for clients seeking to effectively accumulate, manage, and transfer their personal wealth. Our team helps identify and implement tax planning goals and strategies tailored to each client’s individual needs. We evaluate your current individual tax position; advise you on income tax laws and provisions; and advocate for your legal rights at the federal, state, and local levels.

Our services involve:

• Tax planning and taxpayer defense of federal and state tax
• IRS audit representation
• Refund actions in the federal district courts and the United States Court of Federal Claims
• Tax appeals before the IRS Office of Appeals and in the United States Tax Court

We have a wealth of international tax experience working with global companies; SMEs launching international businesses; and high-net-worth individuals with homes, non-profits, and investments in foreign countries. Our practice involves general cross-border tax planning (transfer pricing, tax treaties, etc.), designing corporate structures and holding companies to minimize tax liabilities, and assisting with cross-border transactions. Beyond that, our international tax lawyers can help you take advantage of foreign tax credits, make tax-efficient investments, and avoid penalties by complying with international tax laws and reporting requirements.

We’ve worked extensively on commercial real estate matters, representing investors, developers, owners, and managers. We're skilled at creating tax-efficient ownership and operational structures and negotiating joint venture agreements, partnerships, and LLCs to minimize tax liabilities. Our tax planning and controversy experience includes the areas of taxation most relevant to commercial real estate clients, such as state, local, and federal property taxes, sales and use tax, hotel/motel tax, capital gains,1031 exchanges, economic development incentives, tax credits, investment strategies, and Opportunity Zones (OZs).

Since the Tax Cuts and Jobs Act of 2017, we've helped clients invest in Opportunity Zones across the Southeast and nationwide. The OZ Team is multidisciplinary, so we can assist with fund formation and transactions and advise on tax structuring and incentives, securities, and ESG matters. Our lawyers are frequently asked to write and present on Opportunity Zone developments. Discover this content on our OZ Hub Page. 

Our firm has a long history of representing private foundations, universities, healthcare nonprofits, multifamily housing developers, and other tax-exempt organizations, so we're highly familiar with Section 501(c)(3), state exemption laws, and Unrelated Business Income Tax (UBIT) issues. We use our experience to help clients obtain tax-exempt status, then advise them on various governance, compliance, and transactional issues, including:

• Annual tax filings
• Excess private benefit
• Executive compensation reporting
• Intermediate sanctions
• Private foundation rules
• Unrelated business taxable income